Final Draft

PAC PROPOSED 2015

CONSTITUTION

1. The name of the society is Pemberton Arts Council

2. The purposes of the Society are to:

Build, promote and integrate the arts and culture into the fabric of the community of Pemberton and surrounding areas, by:

i) Educating and increasing the public’s understanding and appreciation of the arts and culture by providing performances and exhibitions of an artistic and cultural nature in public places.

ii) Providing instructional seminars and workshops to the public and to artists on topics related to arts and culture.

iii) Work collaboratively with other organizations in Pemberton and the surrounding areas to support, enhance and coordinate artistic and cultural experiences such as, but not limited to, workshops, events, presentations, exhibitions and festivals.

iv) Work collaboratively with other organizations, businesses, government, First Nations communities and local residents in Pemberton and the surrounding areas to support and enhance artistic and cultural tourism.

v.) To do all such other things as ancillary or incidental to the attainment of the above.

3. In the event of winding up or dissolution of the Society, any funds of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organizations promoting the same purposes of this Society as may be determined by the members of the society at the time of winding up or dissolution and if effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organization, provided that such organization referred to in this paragraph shall be a charitable organization, a charitable corporation, or a charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect. This provision is unalterable.

4. The activities and purposes of the Society must be carried on without purpose of gain for its members, and any income, profits or other accretions must be used to promote the purposes of the Society. This provision is unalterable.

5. A director must not be remunerated for acting as a director, but a director may be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society. This provision is unalterable.

Bylaws

Part I – Interpretation

1.1 In the constitution and these bylaws:

a) “Act” means the Society Act,

b) “AGM” means an annual general meeting,

c) “Authorized Representative” means a person who is appointed to represent a

member that is a corporation, association, or other organization,

d) “Board” or “Board of Directors” means the directors of the Society for the time

being, acting as a body,

e) “director” means a director of the Society,

f) “general meeting” means an AGM or a special general meeting,

g) “member” means a member of the Society,

h) “registered address” means a member’s address as recorded in the register of

members,

i) “Society” means Pemberton Arts Council,

j) “written” means any mode of representing or reproducing words in written form,

including printing, lithography, typewriting, photography, e-mail, fax and other

electronic means,

k) “constitution”, “bylaws”, “special resolution”, “register of members” and “ordinary

resolution” have the meaning given to them in the Act,

l) the singular includes the plural and vice versa, and

m) persons include corporations and associations.

1.2 The definitions in the Act on the date these bylaws become effective apply to these bylaws.

1.3 Each member is entitled to and the Society must on request give the member a copy of the constitution and bylaws, without charge.

1.4 The constitution and bylaws, where alterable, can only be amended or added to by special resolution.

Part 2 Membership

2.1 The members of the Society are the applicants for incorporation and those persons who subsequently become members in accordance with these bylaws and who, in either case, have not ceased to be members.

2.2 There are four (4) categories of members: Individual, Family, Honorary and Group.

1) An Individual Member is a person who is 16 years of age or older that supports the purposes of the Society.

a) pays membership dues or fees.

b) receives one vote, and is eligible for Office.

2) A Family Member is a group of people residing within the same dwelling consisting of up to 2 adults and the child or children or legal guardians who are under the age of 18 of those 2 adults and are financially dependent on the adults, and that supports the purposes of the Society.

a) pays membership dues or fees.

b) receives one vote from one family member who is 16 years of age or older and is eligible for Office.

3) An Honorary Member:

a) is an individual, corporation or association that has made an extraordinary contribution to the advancement of arts and culture in Pemberton and/or the surrounding area, to the Society

b) is appointed by a resolution of which 75% of the directors then in office are in favour, for life or for a term determined by the Board, and

c) pays no membership dues or fees while an Honourary Member.

d) receives one vote, and is eligible for Office

4) A Group Member (inc. of non-profits and for profit)

a) is an individual corporation or association that supports the purposes of the Society.

b) the Group Member must elect one person as an Authorized Representative who is 16 years of age or older that supports the purposes of the Society.

c) pays membership dues or fees.

d) receives one vote, and is eligible for Office outlined in 2.2 (4)(b)

2.3 1) An application for membership or renewal of membership must:

a) be written and in a form approved by the Board,

b) include the full name, address, e-mail address, and telephone number of the applicant,

c) indicate the category of member the applicant wishes to belong to,

d) provide such other information as the Board may reasonably require,

e) in the case of a Group Member, appoint an Authorized Representative, which appointment is subject to the approval of the Board, and

f) includes required annual membership dues, if any.

2.4 The Board may in its sole discretion approve, postpone, or refuse an application for membership.

2.5 An application for membership received after notice of a general meeting is given must be postponed until after that meeting.

2.6 1) The Board must determine the amount of annual membership dues (if any) for all categories of memberships.

2) The Board may reduce or waive a member’s dues where it is just and equitable to do so.

3) Except where determined by the Act or the bylaws, the privileges and responsibilities of members of each class must be determined by resolution of the Board.

4) Membership is not transferable.

5) Except Honourary Members, membership must be renewed annually, by a date set by the Board.

6) The Society must send a renewal notice to each member in a reasonable time before that member’s membership must be renewed.

7) A member that is renewing must comply with bylaw 2.3.

8) A membership may be renewed until the time a general meeting is called to order.

2.7 Every member and director must comply with:

a) the Act,

b) the constitution and bylaws,

c) policies and regulations enacted by the Board, and

d) any rules of order governing the conduct of general meetings and of meetings of the Board.

2.8 A member must promptly and in writing notify the Society of any change in the member’s name, home address, e-mail address, telephone number, or Authorized Representative.

2.9 1) A member ceases to be a member on:

a) delivering a written resignation to the Society,

b) death or, in the case of a member that is incorporated, on dissolution,

c) having been a member not in good standing for 30 days, or

d) being expelled.

2) The Board may by resolution waive the application of bylaw 2.9 (1)(c) where it is just and equitable to do so.

2.10 A member becomes a member not in good standing on failing to pay:

a) a debt due and owing to the Society, or

b) annual membership dues by or before the date set for their payment.

2.11 1) A member may be expelled by special resolution.

2) The notice of a special resolution for expulsion must be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

3) A member who is the subject of a proposed special resolution for expulsion must be given an opportunity to be heard at the general meeting before the resolution is put to a vote.

2.12 A member may be suspended or expelled by resolution of the Board, provided that:

a) 75% of the directors then in office are in favour of the resolution,

b) the suspension or expulsion is for a substantive failure to comply with the constitution or bylaws, or for conduct prejudicial to the Society, notice of which in either case has been given to the member,

c) notice of the resolution is accompanied by a brief statement of the reason or reasons for the proposed suspension or expulsion, and

d) the member is given reasonable notice of the resolution, and an opportunity to be heard before the resolution is voted on.

Part 3 Meetings of Members

3.1 1) General meetings must be held at the time and place, in accordance with the Act and these bylaws that the Board decides.

2) An AGM must be held at least once in every calendar year and not more than 15 months after the last preceding AGM.

3) Every general meeting, other than an AGM, is a special general meeting.

3.2 The Board may, when it thinks fit, convene a special general meeting.

3.3 1) The Board, on the requisition of 10% or more of the members, must convene a special general meeting without delay.

2) The requisition may consist of several documents in similar form each signed by one or more requisitionists and must:

a) state the purpose of the special general meeting,

b) be signed by the requisitionists, and

c) be delivered or sent by registered mail to the address of the Society.

3) If, within 21 days after the date of the delivery of the requisition, the Board does not convene a special general meeting, the requisitionists, or a majority of them, may themselves convene a special general meeting to be held within four months after the date of delivery of the requisition.

4) A special general meeting convened by the requisitionists must be convened in the same manner, as nearly as possible, as general meetings are convened by the Board.

Part 4 – Notice to Members

4.1 1) Notice of a general meeting must:

a) specify the place, day and hour of meeting, and, in case of special business, the general nature of that business and or an agenda,

b) include any special resolution to be proposed at the meeting, and

c) be given to all members not less than 14 days before the meeting.

2) The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

4.2 1) Notice of a general meeting must be given to:

a) every member shown on the register of members on the day notice is given, and

b) the auditor, if any.

2) No other person is entitled to receive a notice of general meeting.

4.3 A notice may be given to a member either personally, by mail, by fax, by e-mail or by other electronic means to the member at the member’s address or e-mail address, as shown in the register of members.

4.4 1) A notice sent by mail from the Society’s office is deemed to have been received:

a) two days after being mailed, if to an address in the Village of Pemberton, or

b) five days after being mailed, if to any other address.

2) A notice sent by fax, e-mail or other electronic means is deemed to have been received 24 hours after being sent.

Part 5 – Proceedings at General Meetings

5.1 1) The business at an AGM is:

a) the adoption of rules of order, if required,

b) approval of the minutes of the last preceding AGM, and any intervening general meetings,

c) the report of the Board,

d) the reports of the committees, if required,

e) consideration of the financial statements,

f) the report of the auditor, if any,

g) appointment of the auditor, if any,

h) election of directors,

i) resolutions, if any, and

j) the other business that, under these bylaws, ought to be transacted at an AGM, or business which is brought under consideration by the report of the Board issued with the notice convening the meeting.

2) The business at a special general meeting is limited to:

a) adoption of rules of order, if required, and

b) that set out in a requisition under bylaw 3.3, if applicable, and

c) that set out in the notice under bylaw 4.1(1).

5.2 1) Quorum at a general meeting is 5% of those members who are in good standing, but not less than three members, personally present at all times.

2) No business, other than the election of a chair and the adjournment or termination of the meeting, can be conducted at a general meeting at a time when a quorum is not present.

3) If during a general meeting a quorum ceases to be present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

5.3 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it stands adjourned to a time and place determined by the Board, but not more than fourteen days later. If, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum. Notice of a meeting adjourned under this bylaw need not be given to members not present.

5.4 1) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

2) When a meeting is adjourned for more than fourteen days, notice of the adjourned meeting must be given as for the original meeting.

3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

5.5 1) The Chair must preside as chair of a general meeting.

2) If at a general meeting the Chair is not present within 15 minutes after the time appointed for holding the meeting, or is unwilling or unable to act as chair, those members who are present must choose one of the directors who is present to be chair.

5.6 1) In the case of an equality of votes at a general meeting, the Chair does not have a casting or second vote in addition to the vote to which the Chair is entitled to as a member, and the resolution is defeated.

2) A resolution proposed at a general meeting must be seconded, but the Chair must not move or propose a resolution.

5.7 1) Questions arising at general meetings must be decided by a majority of votes, except where otherwise required.

2) Except where otherwise required, or when a majority of membership is present request a secret ballot, voting is by show of hands.

3) A Group Member must vote by its Authorized Representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a general meeting.

5.8 1) Proxy voting is permitted.

2) A member may appoint another member to vote as the member’s proxy at a general meeting.

3) A member must not hold more than two proxies.

4) The instrument appointing a proxy must be in the following form, or in any other form that the Board approves:

 

I,_______________________________________ , of _______________________________ , hereby appoint ,__________________________________ of __________________________________ , as my proxy to vote for me and on my behalf at the general meeting of the Pemberton Arts Council on the _____day of______________ , 20__ , and at any adjournment thereof. Signed this ____day of______________, 20__.

5) A proxy must be delivered either to the office of the Society not less than 48 hours before the time appointed for a general meeting, or may be delivered in person to the Chairperson of the meeting prior to the meeting being called to order.

5.9 Subject to the Act and these bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order must be used.

5.10. Preparation of minutes of proceedings of General Meetings of the Association, meetings of the officers of the Association, and meetings of the Board of Directors shall be prepared by the Secretary. A copy of the minutes shall be maintained by the Secretary.

Part 6 – Board of Directors

6.1 The Board may exercise all the powers of the Society, and do all the things that the Society may do, subject to:

a) the constitution and the bylaws, and

b) all laws affecting the Society.

6.2 1) There must be not less than five and not more than eleven directors, including:

a) not more than seven elected by the members,

b) the Immediate Past-Chair, if any, and

c) not more than four appointed from year to year by the Board, or five if there is no Immediate Past-Chair, but the Board need not appoint any directors except as required by bylaw 6.2. (1)(a).

2) Except for those directors appointed under bylaw 6.2. (1)(c), and the Immediate Past- Chair (if any), a director has a normal term of office of two years.

3) One half of the elected directors, or so near to one half as is reasonably practicable, must be elected at each AGM, so that at the adjournment of the AGM:

a) one half of the elected directors have remaining terms of two years, and

b) one half of the elected directors have remaining terms of one year.

A director may be elected to a term of office of one year so as to comply with this bylaw.

4) Each member entitled to vote has a number of votes equal to the number of directors to be elected, but must not cast more than one vote for a candidate.

5) An election must be by secret ballot, unless the members present unanimously agree that the election be by show of hands, or the number of candidates is equal to or less than the number of vacancies, in which case the candidates must be declared to be elected. If there are vacancies for different term lengths, those candidates with the greater number of votes are elected to the longer terms.

6) Directors take office at the adjournment of the AGM at which they are elected, or when appointed.

7) A director, and a candidate for election as a director, must:

a) be member in good standing, or the Authorized Representative of such a member,

b) not be disqualified from being a director of a company under section 124 of the Business Corporations Act (British Columbia), and

c) not be an employee of the Society.

6.3 1) A candidate for election as a director must:

a) be qualified to be a director under bylaw 6.2(7),

b) be nominated by a member, by the Board, or by the Nominations Committee,

c) consent to the nomination, and

d) so far as circumstances permit, be nominated prior to the AGM.

2) The Board may appoint a Nominations Committee to nominate, and solicit the nomination of, candidates for election as directors.

3) Nominations from the floor of the AGM are prohibited, unless there are fewer candidates than there are positions to be filled, in which case nominations from the floor are permitted.

4) A director must not be a director for more than six consecutive years. A director who has been a director for six consecutive years ceases to be a director, and must not be elected or appointed as a director for one year. A person who has been a director for six consecutive years and then becomes Immediate Past-Chair may continue to hold office as a director and Immediate Past-Chair, but when that person ceases to be Immediate Past-Chair, must not be elected or appointed as a director for one year.

5) A person may be elected or appointed as a director for more than six consecutive years notwithstanding bylaw 6.3 (4), but that election or appointment must forthwith be confirmed by special resolution

6.4 1) A director ceases to be a director on:

a) the end of the director’s term of office or appointment, unless the director is re-elected or re-appointed,

b) resigning in writing,

c) ceasing to be a member in good standing,

d) death,

e) becoming unable to perform the duties of a director due to physical or mental

disability, or

f) failing to attend three consecutive meetings of the Board.

2) The Board may by resolution waive the application of bylaw 6.4 (1)(f) where it is just and equitable to do so.

6.5 No act or proceeding of the Board is invalid only by reason that there are fewer directors in office than the number required by bylaw 6.2.

6.6 The members may, by special resolution, remove a director before the expiration of the director’s term of office, and may elect a successor to complete the term of office.

6.7 1) The Board may appoint a member who is qualified under bylaw 6.2 (7) as a director to fill a vacancy in the Board.

2) A director so appointed holds office only until the adjournment of the next AGM, at which time an election must be held to fill the remainder of the term, if any.

6.8 A director, an elected officer, and a member of a committee must be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society, but must not be paid or otherwise remunerated for being or acting as a director, an elected officer, or a member of a committee.

Part 7 – Proceedings of the Board

7.1 1) The Board may meet together at the places it thinks fit to dispatch business, adjourn and otherwise regulate its meetings and proceedings, as it sees fit.

2) Quorum for a meeting of the Board must be determined by resolution of the Board, but must not be less than three. If the Board does not determine quorum for its meeting, then quorum is three.

3) A meeting of the Board may be called by:

a) the Chair, or

b) any three directors, or

c) resolution of the Board.

4) Notice of a meeting of the Board is sufficient if properly addressed to every director, and sent by ordinary mail, e-mail or facsimile transmission. Except where notice is waived by all directors, notice of a meeting of the Board must be given at least 48 hours before the meeting.

7.2 When a meeting of the Board is held immediately following the election or appointment of a director or directors, it is not necessary to give notice of the meeting to the new directors for the meeting to be constituted, if a quorum is present.

7.3 A director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn:

a) no notice of meetings of the Board need be sent to that director, and

b) all meetings of the Board, notice of which have not been given to that director are, if a quorum is present, deemed to be valid and effective.

7.4 1) Except where otherwise required, questions arising at meetings of the Board and committees must be decided by a majority of votes.

2) A resolution proposed at a meeting of the Board or a committee need not be seconded, and the chair of such a meeting may move or propose a resolution.

3) In the case of an equality of votes at a meeting of the Board or a committee, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a member, and the motion or resolution is defeated.

7.5 A resolution in writing signed by all the directors is as valid and effective as if regularly passed at a meeting of the Board.

7.6 1) The Board may as it thinks fit delegate any, but not all, of its powers to committees, and appoint the members and chair of each committee.

2) The Board must by resolution determine the names, chair, members, authority and responsibilities of committees.

3) A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of its powers to the next following meeting of the Board.

4) The chair of a committee must be a director.

7.7 Subject to the Act and these bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.

Part 8 – Directors’ Duties and Conflicts

8.1 1) A director must:

a) act honestly and in good faith and in the best interests of the Society, and

b) exercise the care, diligence and skill of a reasonably prudent person, in exercising the powers and performing the functions of a director.

2) The requirements of this bylaw are in addition to, and not in derogation of, an enactment or rule of law or equity relating to the duties or liabilities of directors of a Society.

8.2 Nothing in a contract, the constitution or bylaws, or the circumstances of a director’s appointment, relieves a director from:

a) the duty to act in accordance with the Act and the regulations, or

b) a liability that by a rule of law would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the Society.

8.3 A director who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the other directors.

8.4 1) A director referred to in bylaw 8.3 must account to the Society for profit made as a consequence of the Society entering into or performing the proposed contract or transaction:

a) unless:

i) the director discloses the interest as required by bylaw 8.3,

ii) after the disclosure the proposed contract or transaction is approved by the

directors, and

iii) the director abstains from voting on the approval of the proposed contract or

transaction, or

b) unless:

i) the contract or transaction was reasonable and fair to the Society at the time it was entered into, and

ii) after full disclosure of the nature and extent of the interest in the contract or

transaction it is approved by special resolution.

2) A director referred to in bylaw 8.3 must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

8.5 The fact that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the Society does not make the contract or transaction void, but, if the matters referred to in bylaw 8.4(1)(a) or (b) have not occurred, the court may, on the application of the Society or an interested person, do any of the following:

a) prohibit the Society from entering into the proposed contract or transaction,

b) set aside the contract or transaction, or

c) make any order that it considers appropriate.

8.6 1) A director must not become an employee of the Society within a period of six months after the date on which the person ceased to be a director.

2) An employee of the Society must not become a director within a period of six months after the date on which the person ceased to be an employee.

8.7 Subject to court approval, the Society must indemnify a director or former director of the Society, and a director’s heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the director, in a civil, criminal or administrative action or proceeding to which the director is made a party because of being or having been a director, including an action brought by the Society, if:

a) the director acted honestly and in good faith with a view to the best interests of

the Society, and

b) in the case of a criminal or administrative action or proceeding, the director had

reasonable grounds for believing the director’s conduct was lawful.

Part 9 – Officers

9.1 1) The Board must at its first meeting following the AGM elect from amongst the directors a Chair, one or two Vice-Chairs, a Secretary, and a Treasurer, who are the elected officers, and who have a normal term of office ending at the adjournment of the next following AGM. The Board may elect such other officers as it deems necessary.

2) The Board may:

a) dismiss an elected officer at any time, and elect another director to take that

person’s place, and

b) elect a director to take the place of an elected officer who has ceased to hold

office for any reason.

3) An elected officer ceases to be an elected officer on:

a) ceasing to be a director,

b) being dismissed under bylaw 9.1 (2)(a), or

c) resigning in writing.

4) The Immediate Past-Chair is that person who most recently was but no longer is Chair.

5) The offices of Secretary and Treasurer may be held by a single person, entitled the Secretary-Treasurer.

9.2 1) The Board may appoint an Executive Director, and set the responsibilities, authority, remuneration and other terms and conditions of employment of that person.

2) The Executive Director:

a) is an appointed officer,

b) may at the discretion of the Board also be titled the chief executive officer or

general manager, and

c) has the right to notice of, to attend, and to speak at, but not to vote at, meetings

of the Board.

9.3 The Chair:

a) must supervise the other officers in the execution of their duties,

b) is the chief executive officer of the Society, unless there is an Executive Director

who has been appointed as chief executive officer by the Board,

c) must chair all meetings of the Board and all general meetings, and

d) subject to bylaw 9.4 and any resolution of the Board, has the powers and duties

generally pertaining to the office of Chair.

9.4 In the absence or inability of the Chair, the Vice-Chair, or if there are two Vice-Chairs one of the Vice-Chairs chosen by the Board, or in the absence or inability of the Vice-Chair(s) another person chosen by the Board, may perform the duties of the Chair.

9.5 The Secretary must:

a) issue notices and keep minutes of meetings of the Society and the Board,

b) conduct the correspondence of the Society,

c) have custody of all records and documents of the Society except those which

must be kept by the treasurer,

d) have custody of the common seal of the Society, if any, and

e) maintain the register of members.

9.6 In the absence of the Secretary from a meeting, the Board must appoint another person to act as Secretary.

9.7 The Treasurer must:

a) keep the financial records, including books of account, necessary to comply with the Act, and

b) render financial statements to the Board, members, and others when required.

9.8 The Board may delegate the duties of the Secretary and the Treasurer to another director, an employee, or a contractor.

Part 10 – Borrowing and Investment and Revenue

10.1 1) In order to carry out the purposes of the Society the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as it decides and in particular but without limiting the generality of the foregoing, by the issue of debentures.

2) A debenture must not be issued unless it has been approved by a special resolution.

3) The members may by special resolution restrict the borrowing powers of the Board, but a restriction so imposed expires at the next AGM

10.2 The Board must only invest the funds of the Society as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee.

10.3 Subject to the Personal Information Protection Act and other applicable laws, the:

a) financial statements, Board and members’ minutes, and register of members may

be inspected by a member, on reasonable notice,

b) other documents of the Society, including its accounting records, may be inspected

by a member on reasonable notice, subject to any resolution of the Board, and

c) documents of the Society, including its accounting records, must be open to the

inspection of a director, subject only to laws requiring otherwise.

10.4 The Board must determine, by resolution, the:

a) financial year of the Society, and

b) signing officers of the Society, and their authority.

10.5 All funds by donation, raffles, lotteries, admission charges and the sale of goods and services, or otherwise, by the Association or by any of its sections or committees, acting as such, shall be considered general funds of the Association, and subject to the accounting procedures approved by the Board of Directors.

10.6 All funds expended by the Association or by any of its sections of committees, acting as such, shall be considered general expenditures of the Association, and be subject to the approval of the Board of Directors and to the accounting procedures approved by the Board.

10.7 The accounts of the Association shall, as soon as practicable after the end of each fiscal year, be examined, and their correctness ascertained by one or more auditor or auditors, who shall be appointed annually at the general meeting.

10.7 The Fiscal Year of the Society shall end on the 31st day of December each year.

10.8 The Board of Directors may, upon a three-fourths majority vote, raise or borrow any sum or sums of money for the purposes of the Society either at one time, or from time to time, and at such rate of interest, and in such manner and form, and upon such security as shall be specified in such resolution; and for this purpose may mortgage, pledge, hypothecate and charge all or any part of the property of the Society now held or thereafter to be acquired; provided however that in no case shall debentures be issued by the Society without the sanction of a special resolution of the Society.

Part 11 – Seal

11. 1) The Board may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

2) The common seal must be affixed only when authorized by a resolution of the Board and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the Chair and the Vice-Chair or the Chair and the Treasurer.

Part 12 – Auditor

12.1 This Part applies only where the Society is required or has resolved to have an auditor.

12.2 At each AGM the Society may appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM.

12.3 An auditor may be removed by ordinary resolution.

12.4 An auditor must be promptly informed in writing of appointment or removal.

12.5 No director and no employee of the Society can be auditor.

12.6 The auditor may attend general meetings.

12.7 The Board must fill all vacancies arising in the office of auditor between AGMs.

Part 13 – Amendments

13.1 The Constitution and By-Laws shall not be altered or added to except by special resolution of the Society. For the purpose of these By-Laws, “special resolution” shall mean a resolution passed by a 3/4 majority of members entitled to vote, provided that notice of such addition, alteration or amendment shall have been mailed/emailed to all members, in writing, at least fourteen days prior to such a meeting.